Exhibit 10.3
FIRST AMENDMENT TO AMENDED AND RESTATED
ADDENDUM TO DISTRIBUTOR FRANCHISE AGREEMENT
This First Amendment to Amended and Restated Addendum to Distributor Franchise Agreement (“First Amendment”) is
entered into on this 31 st day of March 2005, by and between CITGO Petroleum Corporation (“CITGO”) and The Pantry, Inc. (the
“Company”).
WHEREAS, CITGO and the Company have entered into a Distributor Franchise Agreement on or about August, 2000 (the
“DFA”);
WHEREAS, CITGO and the Company have entered into an Amended and Restated Addendum to that DFA on February
11, 2003, (the “Addendum”); and
WHEREAS, CITGO and the Company desire to change the scope, Adder Fees and other terms and conditions of the
Addendum;
NOW, THEREFORE in consideration of the premises and covenants contained herein, it is agreed that Sections 3, 4(ii) and
10 of the Addendum shall be changed as follows:
The following terminals shall be added to the list of terminals in Section 3 , for which the pricing formula set forth in Section 4
applies:
Section 4(ii) shall be replaced in its entirety and shall now read:
“(ii) The Adder Fees shall be as follows (in $/gal):
The difference between [***] and the [***] described above is considered the [***] (the “[***]”). Specifically for the purpose
of calculating this [***], “[***]” shall mean its [***]. Contract Year shall mean March 1, 2005, through February 28, 2006 and
each subsequent twelve month period thereafter.”
Section 10 shall be replaced in its entirety and shall now read:
“Bainbridge, GA
Biloxi, MS
Birmingham, AL
Chattanooga, TN
Montgomery, AL
Powder Springs, GA
Rome, GA
Nashville, TN
Mobile, AL
Chattahoochee, GA”
Aggregate Gals. (in million gals/Contract Year)
Branded Gasoline
UnBranded
Gasoline
LSD
RUL
MID
PREM
all grades
all grades
[***]
$[***] $[***] $[***] $
[***] $ [***]
[***]